Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 9, 2023, Nuvve Holdings Corp. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company: (i) elected Gregory Poilasne and Ted Smith as Class C directors to serve as members of the Board of Directors of the Company (the "Board"), each to hold office until the the Company's 2027 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified, or until their earlier death, resignation or removal; (ii) approved a proposed advisory vote on compensation paid to the Company's named executive officers ("Say-on-Pay") (including golden parachute); (iii) approved, on a non-binding, advisory basis, the frequency of three years for future stockholder advisory Say-on-Pay votes ("Frequency of Say-on-Pay") until the next required vote on the frequency of such advisory votes; (iv) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and (v) approved a proposed amendment to the Company's Certificate of Incorporation, and authorize the Board, to effect a reverse stock split of the Company's issued and outstanding Common Stock, par value $0.0001 per share (the "Common Stock"), within a range from 1-for-2 to 1-for-10, inclusive, with the exact ratio of the reverse stock split to be determined by the Board in its discretion.
As of July 15, 2024, the record date for the Annual Meeting, there were 6,527,227 shares of Common Stock, outstanding and entitled to vote at the Annual Meeting. A total of 2,355,097 votes (36.08%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum.
Set forth below, with respect to each such proposal, are the final voting results.
Proposal No. 1 - To elect two directors to the Board of Directors of the Company for a three-year term of office expiring at the Company's 2027 Annual Meeting of Stockholders and until their respective successors are elected and duly qualified, or until their earlier death, resignation or removal:
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DIRECTOR NOMINEE
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FOR
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ABSTENTIONS
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BROKER NON-VOTES
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Gregory Poilasne
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602,159
|
296,518
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1,456,420
|
Ted Smith
|
619,541
|
279,136
|
1,456,420
|
Proposal No. 2 - To approve a proposed advisory vote on compensation paid to the Company's named executive officers ("Say-on-Pay") (including golden parachute):
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
|
484,882
|
376,815
|
36,980
|
1,456,420
|
Proposal No. 3 - To approve a proposed advisory vote on Frequency of Say-on-Pay until the next required vote on the frequency of such advisory votes:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTENTIONS
|
291,185
|
86,454
|
392,913
|
128,125
|
|
Proposal No. 4 - The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered certified public accounting firm for the fiscal year ended December 31, 2024:
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FOR
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AGAINST
|
ABSTENTIONS
|
BROKER NON-VOTES
|
2,226,937
|
100,285
|
27,875
|
-
|
1
Proposal No. 5 - To approve a proposed amendment to the Company's Certificate of Incorporation, and authorize the Board, to effect a reverse stock split of the Company's issued and outstanding Common Stock within a range from 1-for-2 to 1-for-10, inclusive, with the exact ratio of the reverse stock split to be determined by the Board in its discretion:
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FOR
|
AGAINST
|
ABSTENTIONS
|
BROKER NON-VOTES
|
1,688,283
|
652,581
|
14,233
|
-
|